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TMCNet:  Riverbed Technology acquires OPNET Technologies

[December 19, 2012]

Riverbed Technology acquires OPNET Technologies

Dec 19, 2012 (Datamonitor Financial Deals Tracker via COMTEX) -- Riverbed Technology, Inc. has acquired OPNET Technologies, Inc. The transaction represents an equity value of $1,000 million and an enterprise value of $921 million. Both the companies are based in the US.

Riverbed is a provider of solutions for wide-area distributed computing, while OPNET is a provider of management software for networks and applications.

Announcement (October 29, 2012): Riverbed has entered into a definitive agreement to acquire OPNET for $43 per share in cash and stock. The transaction represents an equity value of $1,000 million and an enterprise value of $921 million.

The offer price represents a premium of 33.95% to OPNET Technologies closing share price on October 26, 2012.

Under the terms of the agreement, Riverbed will acquire all of the outstanding shares of OPNET common stock pursuant to an exchange offer, followed by a second step merger. In the exchange offer and the merger, OPNET stockholders will receive for each OPNET share they own: (i) $36.55 in cash; and (ii) 0.2774 of a share of Riverbed common stock.

The cash portion of the offer consideration will be financed through Riverbed's existing cash on hand and new debt. The exchange offer is subject to customary closing conditions, including the tender into the exchange offer by OPNET stockholders of shares representing at least a majority of the outstanding shares of OPNET common stock on a fully diluted basis, receipt of financing and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended.

Following the transaction, Riverbed will combine OPNET with its Cascade business unit.

The transaction is expected to be accretive to Riverbed's 2013 earnings per share on a non-GAAP basis.

Riverbed has received financing commitments from Morgan Stanley and Goldman, Sachs & Co.

Goldman, Sachs & Co. is acting as financial advisor, and Weil, Gotshal & Manges LLP and Wilson Sonsini Goodrich & Rosati are acting as legal advisors Riverbed. Lazard, Ltd. is acting as financial advisor, and Cooley LLP is acting as legal advisor to OPNET.

The transaction is expected to close before December 31, 2012.

Deal Value (US$ Million) 1000 Deal Type Acquisition Sub-Category 100% Acquisition Deal Status Completed: 2012-12-18 Deal Participants Target (Company) OPNET Technologies, Inc.

Acquirer (Company) Riverbed Technology, Inc.

Deal Rationale The acquisition will enable Riverbed to extend its network performance management (NPM) business into the multi-billion dollar application performance management (APM) market. The combination of Cascade(R) and OPNET will create a new force in the converged market for NPM and APM, with over $250 million in annualized revenue.

In addition, the acquisition enables Riverbed to provide customers with a unique integrated solution that not only monitors network and application performance, but also accelerates it.

According to Riverbed, the addition of OPNET establishes Riverbed as the clear leader in the high-growth and converging application and network performance management markets.

The acquisition builds on Riverbed's heritage and experience in delivering solutions that improve the performance of technology for business.

Bid Premium ($ per share) 33.95

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